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2019 A&B Wastewater Revenue Bond

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2019 A&B Wastewater Revenue Bond NEW ISSUES—FULL BOOK-ENTRY RATING: S&P: AA- See “RATING.” In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2019 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Series 2019 Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2019 Bonds. See “TAX MATTERS.” $22,510,000 $66,075,000 City of Richmond, California City of Richmond, California Wastewater Revenue Bonds, Wastewater Revenue Refunding Bonds, Series 2019A Series 2019B Dated: Date of Delivery Due: August 1, as shown on inside cover page The City of Richmond, California (the “City”) is issuing $22,510,000 principal amount of Wastewater Revenue Bonds, Series 2019A (the “Series 2019A Bonds”), $66,075,000 principal amount of Wastewater Revenue Refunding Bonds, Series 2019B (the “Series 2019B Bonds” and together with the Series 2019A Bonds, the “Series 2019 Bonds”) to: (i) finance improvements as described herein (the “Project”) to the wastewater collection, treatment and disposal system of the City (collectively, the “Enterprise”); (ii) reimburse the Series 2008A Bonds Letter of Credit Bank (defined herein) for a draw on the Series 2008A Bonds Letter of Credit funding the redemption of the City’s outstanding Variable Rate Wastewater Revenue Refunding Bonds, Series 2008A, (the “Series 2008A Bonds”); (iii) fund a termination payment with respect to the termination of the Series 2008A Bonds Swap Agreement (as defined herein) related to the Series 2008A Bonds; (iv) defease and refund a portion of the City’s outstanding Wastewater Revenue Bonds Taxable Build America Bonds, Series 2010B (the “Taxable Series 2010B Bonds”); and (v) pay certain costs associated with the issuance of the Series 2019 Bonds, as more fully described herein. See “PLAN OF FINANCE.” The Series 2019 Bonds are issued pursuant to the City’s Charter and Chapter 13.56 of Article 13 of the Richmond Municipal Code (the “Bond Law”), and the Wastewater Revenue Bond Indenture dated as of October 1, 2006, as previously amended and supplemented, including as amended and supplemented by a Seventh Supplemental Wastewater Revenue Bond Indenture dated, as of June 1, 2019 (the “Indenture”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The principal of the Series 2019 Bonds is payable upon their respective stated maturities on August 1 of each year, as set forth on the inside cover page. Interest on the Series 2019 Bonds will be payable semiannually on February 1 and August 1 of each year, commencing February 1, 2020 (each, an “Interest Payment Date”). Interest on the Series 2019 Bonds is payable on each Interest Payment Date to the Owners of the Series 2019 Bonds as of the close of business on the Record Date in respect of such Interest Payment Date. “Record Date” means, with respect to the Series 2019 Bonds, the fifteenth day of the month preceding an Interest Payment Date. The Series 2019 Bonds are being issued in fully registered form and shall be initially registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company. The Series 2019 Bonds shall mature, subject to prior redemption as provided in the Indenture, upon the terms and conditions hereinafter set forth. The Series 2019 Bonds shall bear interest at the rate(s) determined in the Indenture; provided that any overdue principal shall bear interest at the rate borne by the Series 2019 Bonds on the date on which such principal became due and payable. Registered ownership of the Series 2019 Bonds, or any portion thereof, may not thereafter be transferred except as set forth in in the Indenture. Individual purchases of ownership interests in the Series 2019 Bonds will be made in book-entry form only in denominations of $5,000 or any integral multiple thereof. See “THE SERIES 2019 BONDS.” The Series 2019 Bonds are limited obligations of the City payable from Net Revenues, consisting primarily of Gross Revenues of the Enterprise (defined herein) after payment of Operating Expenses. The pledge of Net Revenues under the Indenture securing payment of the Series 2019 Bonds is on a parity with the pledge thereof securing (i) the City’s Wastewater Revenue Bonds, Series 2017A (the “Series 2017A Bonds”), which are currently outstanding in the aggregate principal amount of $32,310,000, and (ii) the Series 2008A Bonds, which are currently outstanding in the aggregate principal amount of $32,855,000, and the Taxable Series 2010B Bonds, which are currently outstanding in the aggregate principal amount of $38,865,000. All of the outstanding Series 2008A Bonds and a portion of the outstanding Taxable Series 2010B Bonds will be refunded from proceeds of the Series 2019 Bonds. See “PLAN OF FINANCE–Refunding.” No debt service reserve fund will be established under the Indenture for the Series 2019 Bonds. See “SECURITY AND SOURCES OF PAYMENT OF THE BONDS–Outstanding Parity Debt and Reserve Funds for Other Series of Bonds.” The City may issue additional Parity Debt secured by a pledge of Net Revenues on a parity basis with the Series 2019 Bonds. The Series 2019 Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2019 Bonds. Purchasers will not receive certificates representing their interests in the Series 2019 Bonds. Payments of principal of and interest on the Series 2019 Bonds will be made by the Trustee to DTC for subsequent disbursement to DTC Participants who will remit such payments to the beneficial owners of the Series 2019 Bonds. See APPENDIX F–“DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The Series 2019 Bonds are subject to optional and mandatory redemption prior to their respective stated maturity dates. See “THE SERIES 2019 BONDS–Redemption Provisions for the Series 2019A Bonds” and “–Redemption Provisions for the Series 2019B Bonds.” THE SERIES 2019 BONDS ARE REVENUE OBLIGATIONS OF THE CITY AND ARE PAYABLE AS TO BOTH PRINCIPAL AND INTEREST, AND ANY PREMIUM UPON REDEMPTION THEREOF, EXCLUSIVELY FROM NET REVENUES AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE SERIES 2019 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CITY. THE SERIES 2019 BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR LIABILITY OF THE CITY, THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE, EXCEPT TO THE EXTENT OF CERTAIN AMOUNTS HELD UNDER THE INDENTURE PLEDGED THEREFOR, SOLELY FROM NET REVENUES. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR THE INTEREST ON THE SERIES 2019 BONDS. THE ISSUANCE OF THE SERIES 2019 BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATSOEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. This cover page contains certain information for general reference only and is not intended to be a summary of the terms of this offering. An investment in the Series 2019 Bonds involves risk. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision, see “CERTAIN RISKS TO BONDOWNERS,” as well as other factors discussed throughout this Official Statement. The Series 2019 Bonds will be offered when, as and if issued by the City and received by the Underwriters, subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City. Certain matters will be passed upon for the City by the City Attorney of the City of Richmond and by Schiff Hardin LLP, as Disclosure Counsel to the City. Certain matters will be passed upon for the Underwriters by Jones Hall, A Professional Law Corporation, San Francisco, California. The Series 2019 Bonds, in book-entry form only, will be available for delivery through facilities of The Depository Trust Company in New York, New York on or about June 26, 2019. Date of the Official Statement: June 13, 2019. MATURITY SCHEDULE $22,510,000 City of Richmond, California Wastewater Revenue Bonds, Series 2019A $2,330,000 Serial Series 2019A Bonds Maturity Principal (August 1) Amount Interest Rate Yield Price CUSIP No.† 2038 $1,180,000 5.000% 2.390% 123.289C 764507CZ0 2039 1,150,000 5.000 2.430 122.886C 764507DA4 $5,020,000 5.000% Term Bond Due August 1, 2044–Yield: 2.600%–Price: 121.190C–CUSIP No.†: 764507DB2 $15,160,000 4.000% Term Bond Due August 1, 2049–Yield: 3.030%–Price: 108.381C–CUSIP No.†: 764507DC0 $66,075,000 City of Richmond, California Wastewater
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